Notice of Annual Shareholders’ Meeting

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING

Dear Shareholder:

Notice is hereby given that the Annual Stockholders’ Meeting of LT GROUP, INC. will be held on 8 May 2018, Tuesday, at 10:00 am at the Kachina Room, Century Park Hotel, Manila.

The Agenda for the said Meeting shall be as follows:

1. Call to Order

2. Secretary’s Proof of Notice of Meeting / Certification of Quorum

3. Approval of the Minutes of the 2017 Annual Stockholders’ Meeting held on June 20, 2017

4. Management Report

5. Amendment of the Articles of Incorporation to reflect the reduction of the number of Directors from thirteen (13) to eleven (11)

6. Ratification of All Acts, Transactions, and Resolutions by the Board of Directors and Management in 2017

7. Election of Directors

8. Appointment of External Auditor

9. Adjournment

For your convenience, copies of the Definitive Information Statement, Management Report, and Audited Financial Statements are available for viewing and download at http://ltg.com.ph/definitiveinfostat.html.

Only stockholders of record, in good standing, as of 2 April 2018, will be entitled to notice of, and to vote at, the meeting. Registration will begin at 9:00 a.m. on 8 May 2018. In order to facilitate registration, shareholders attending in person or their proxy should bring appropriate identification cards bearing a picture such as driver’s license, company ID, and the like.

All shareholders are cordially invited to attend the Meeting in person. However, if you are unable to attend personally, you may designate your authorized representative by submitting a proxy of your choice not later than the close of business on 2 May 2018 at the Office of the Corporate Secretary. All proxies received will be validated on 3 May 2018, 2:00 p.m. at the Office of the Corporate Secretary, 2/F Allied Bank Center, 6754 Ayala Avenue, Makati City.

22 March 2018. MA. CECILIA L. PESAYCO

SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS Information Statement Pursuant to Section 20 of the Securities Regulation Code

1. Check the appropriate box: [ ] Preliminary Information Statement [ √ ] Definitive Information Statement

2. Name of Registrant as specified in its charter: LT GROUP, INC. (formerly “Tanduay Holdings, Inc.”)

3. Province, country, or other jurisdiction of incorporation or organization : Metro Manila, Philippines

4. SEC Identification Number : PW-343

5. BIR Tax Identification Number : 000 – 145 – 650

6. Address of principal office : Unit 3, 11th Floor, Bench Tower, 30th Street corner Rizal Drive, Crescent Park West 5, Bonifacio Global City, Taguig City, 1634

7. Registrant’s telephone number, Including area code : (632) 808-1266

8. Date of meeting : 8 May 2018 Time of meeting : 10:00 am Place of meeting : Kachina Room Century Park Hotel, Manila

9. Approximate date on which the Information Statement is first to be sent or given to security holders : 06 April 2018

10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate Registrant):

Title of Each Class Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding Common Stock 10,821,388,889

11. Are any or all Registrant’s securities listed in a Stock Exchange? Yes [] No [ ]

If yes, disclose the name of such Stock Exchange and the class of securities listed therein:

Philippine Stock Exchange/ Common Stock INFORMATION REQUIRED IN INFORMATION STATEMENT

A. GENERAL INFORMATION

Item 1. Date, time and place of meeting of shareholders

Date of meeting : 8 May 2018

Time of meeting : 10:00 am

Place of meeting : Kachina Room, Century Park Hotel, Manila

Approximate date of mailing of this Statement : 06 April 2018

Registrant’s Mailing Address : Unit 3, 11th Floor Bench Tower, 30th Street corner Rizal Drive, Crescent Park West 5, Bonifacio Global City, Taguig City

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Item 2. Dissenter’s Right of Appraisal

Title X, Section 81 of the Corporation Code of the Philippines grants in favor of the shareholder the right to dissent and demand payment of the fair value of his shares in certain instances, to wit: (1) in case an amendment to the Articles of Incorporation will change or restrict the rights of such shareholder or otherwise extends or shortens the term of corporate existence; (2) in case of the sale, lease, exchange, transfer, mortgage, pledge, or other disposition of all or substantially all of the corporate property and assets; or (3) in case of merger or consolidation. Under Title IV, Section 42 of the Corporation Code, a shareholder is likewise given an appraisal right in case the Corporation decides to invest its funds in another corporation or business.

The matters to be presented at the Annual Shareholders’ Meeting subject of this Notice do not give rise to any appraisal right in favor of the shareholders.

Item 3. Interest of Certain Persons in Matters to be Acted Upon

(a) No Director nor Officer of the Corporation since the beginning of the last fiscal year, nor any nominee for election as Director, nor any of their associates, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Meeting, other than election to office.

(b) The Corporation has not received any information from any Director that he/she intends to oppose any matter to be acted upon in this year’s Annual Shareholders’ Meeting. 2

B. CONTROL AND COMPENSATION INFORMATION

Item 4. Voting Securities and Principal Holders Thereof

(a) Total Number of Shares Issued and Outstanding as of 28 February 2018

As of 28 February 2018, the number of shares outstanding and shares entitled to vote in the Annual Shareholders’ Meeting is 10,821,388,889, of which 2,202,389,445 common shares or 20.36% are held by foreign nationals.

(b) Record Date

All shareholders of record as of 2 April 2018 are entitled to notice of, and to vote at, the Annual Shareholders’ Meeting.

Each share is entitled to one (1) vote.

With respect to the election of Directors, shareholders of record are entitled to as many number of votes as is equal to the number of shares he owns multiplied by thirteen (13), the number of Directors to be elected. The shareholder has the option to (i) cast all votes in favor of one (1) nominee or (ii) cast votes for as many Directors to be elected or (iii) distribute the votes among as many nominees he shall see fit.

(d) Security Ownership of Certain Record and Beneficial Shareholders Holding More Than 5% of Voting Securities as of 28 February 2018

Title of Name and Address Name of Beneficial Citizenship No. of Percent Class of Record Owner Owner and Shares of Class and relationship relationship with with Issuer Record Owner Common Tangent Holdings Lucio C. Tan Filipino 8,046,318,193 74.36% Corporation Unit 3, 11/F, Bench Majority Tower, 30th Street Shareholder corner Rizal Drive, Crescent Park West, Bonifacio Global City, Taguig City

Controlling Shareholder

The right to vote or to direct the voting or disposition of the Corporation’s shares held by Tangent Holdings Corporation is lodged in the latter’s Board of Directors, the members of which are Mr. Lucio C. Tan, Ms. Carmen K. Tan, and Messrs. Harry C. Tan, Lucio K. Tan, Jr., and Michael G. Tan. The proxy to vote the shares of Tangent Holdings Corporation is expected to be given to Ms. Juanita Tan Lee.

(e) Security Ownership of Management as of 28 February 2018

Amount and Percent of Title of Name of Beneficial Nature of Citizenship Beneficial Class owner Beneficial Ownership Ownership Common Lucio C. Tan 2,200 Filipino Nil R (direct) Common Harry C. Tan 3,300 Filipino Nil R (direct) Common Carmen K. Tan 2,200 Filipino Nil R (direct) Common Lucio K. Tan Jr. 1,100 Filipino Nil R (direct) Common Michael G. Tan 1,100 Filipino Nil R (direct) Common Juanita Tan Lee 1,100 Filipino Nil R (direct) Common Wilfrido E. Sanchez 1,000 Filipino Nil R (direct) Common Florencia G. Tarriela 1,000 Filipino Nil R (direct) Common Antonino L. Alindogan Jr. 1,000 Filipino Nil R (direct) Common Peter Y. Ong 1,100 Filipino Nil R (direct) Common Robin C. Sy 1,000 Filipino Nil R (direct) Common Ma. Cecilia L. Pesayco 2,200 Filipino Nil R (direct) N/A Jose Gabriel D. Olives None Filipino N/A N/A N/A Nestor C. Mendones None Filipino N/A N/A N/A Marivic T. Moya None Filipino N/A N/A

(f) Voting Trust Holders of 5% or more

There are no voting trust holders of 5% or more of the common shares.

(g) Change in Control

There are no arrangements that may result to a change in control of the Corporation. 4

Item 5. Directors and Executive Officers

(a) Directors

The Corporation has thirteen (13) directors for the term 2017 to 2018.

Hereunder are the Corporation’s incumbent directors and executive officers, their names, ages, citizenship, positions held, term of office as director/officer, period served as director/officer, business experience for the past five (5) years, and other directorships held in other companies:

Name Age Citizenship Business Experience/Other Position/Term of Directorship within the Office/Period Last five (5) years Served Lucio C. Tan 83 Filipino Chairman of Philippine Airlines, Inc., Chairman/ 1Year/ Asia Brewery Inc., Eton Properties 2 July 1999 to Philippines, Inc., MacroAsia Corp., present Fortune Tobacco Corp., PMFTC Inc., Grandspan Development Corp., Himmel Industries Inc., Lucky Travel Corp., PAL Holdings, Inc., Air Philippines Corporation, Tanduay Distillers, Inc., The Charter House, Inc., AlliedBankers Insurance Corp., Absolut Distillers, Inc., Progressive Farms, Inc., Foremost Farms, Inc. and Basic Holdings Corp.; Director of Philippine National Bank Carmen K. Tan 76 Filipino Director of Asia Brewery, Inc., The Director/ 1 Year/ Charter House, Inc., Foremost Farms, 05 May 2010 to Inc., Philippine Airlines, Inc., PAL present Holdings, Inc., Air Philippines Corporation, Fortune Tobacco Corp., Himmel Industries, Inc., Lucky Travel Corp., Progressive Farms, Inc., Tanduay Distillers, Inc., MacroAsia Corp., Philippine National Bank, and PMFTC Inc. Harry C. Tan 71 Filipino Director of Eton Properties Director/ 1 Year/ Philippines, Inc., PAN Asia 28 May 2008 to Securities, Inc., Lucky Travel Corp., present The Charter House, Inc., Fortune Tobacco Corp., Century Park Hotel, Landcom Realty Corp., Asia Brewery Inc., AlliedBankers Insurance Corp., Absolut Distillers, Inc., Basic Holdings Corp., Foremost Farms, Inc., Himmel Industries Inc., PMFTC Inc., Philippine National Bank, Progressive Farms, Inc., Grandspan Development Corp. and 5

Tanduay Distillers, Inc. Michael G. Tan 51 Filipino Director/Chief Operating Officer of President/ 1 Year/ Asia Brewery, Inc., Director of Allied 05 May 2010 Bankers Insurance Corp., Air to present Philippines Corporation, Eton (Director since Properties Philippines, Inc., PMFTC 21 February 2003) Inc., Lucky Travel Corp., Philippine National Bank, Absolut Distillers, Inc., Philippine Airlines, Inc., MacroAsia Corp. and Victorias Milling Company, Inc., Tanduay Distillers, Inc.; and Director/Treasurer of PAL Holdings, Inc. and Air Philippines Corporation. Lucio K. Tan, Jr. 51 Filipino Director/President of Tanduay Director / 1 Year/ Distillers, Inc. and Eton Properties 21 February 2003 Philippines, Inc.; Director/EVP of to present Fortune Tobacco Corp.; Director of AlliedBankers Insurance Corp., Philippine Airlines, Inc., Philippine National Bank, PAL Holdings, Inc., MacroAsia Corp., PMFTC Inc., Lucky Travel Corp., Air Philippines Corp., Absolut Distillers, Inc., Asia Brewery, Inc., Foremost Farms, Inc., Himmel Industries, Inc., Progressive Farms, Inc., The Charter House, Inc., Grandspan Development Corporation and Shareholdings, Inc. Juanita Tan Lee 75 Filipino Director of Eton Properties Director/ 1 Year/ Philippines, Inc. Asia Brewery, Inc., 02 May 2012 to and Tanduay Distillers, Inc.; present Director/Corporate Secretary of Fortune Tobacco Corp.; Corporate Assistant Secretary of Absolut Distillers, Inc., Corporate The Charter House, Inc., Foremost Secretary/ 1 Year/ Farms, Inc., Grandspan Development 13 September 2000 Corp., Himmel Industries, Inc., to 17 September Landcom Realty Corp., Lucky Travel 2012 Corp., PMFTC Inc., Progressive Farms, Inc.;and Assistant Corporate Treasurer/ 1 year/ Secretary of Basic Holdings Corp. 08 April 2014 to present Peter Y. Ong 70 Filipino Director and Treasurer of Merit Director / 1 Year/ Holdings & Equities Corporation, 18 August 2014 to Director of Fortune Tobacco present Corporation, AlliedBankers Insurance Corporation, Allied Leasing and Finance Corporation and Solar Holdings Corporation. He is also a consultant of Air Philippines

Corporation, Former President of Air Philippines Corporation, Former Senior Vice President for Production of Fortune Tobacco Corporation and Former Director of Allied Savings Bank. Antonino L. 79 Filipino Chairman of An-Cor Holdings, Inc.; Independent Alindogan, Jr. Chairman/President of Landrum Director; Audit Holdings, Inc.; Independent Director Committee of Philippine Airlines, Inc., Eton Chairman/ 1 year/ Properties Philippines, Inc., Asia 31 July 2012 to Brewery Inc., Tanduay Distillers, Inc. present and PAL Holdings, Inc. Wilfrido E. 80 Filipino Tax Counsel of Quiason Makalintal Independent Sanchez Barot Torres Ibarra & Sison Law Director/ 1 year/ Offices; Director of Adventure 31 July 2012 to International Tours, Inc., Amon present Trading Corp., Antonelli Realty Holdings, Inc., Center for Leadership & Change, Inc., EEI Corporation, EMCOR, Inc., Eton Properties Philippines, Inc., J-DEL Investments and Management Corporation, Joint Research and Development Corporation, JVR Foundation, Inc., Kawasaki Motor Corp., K-Servico, Inc., Magellan Capital Holdings, Corp., NYK-TDG Friendship Foundation, Inc., Transnational Diversified Corp., Transnational Financial Services, Inc., Transnational Plans, Inc., and Universal Robina Corp.; Independent Director of Asia Brewery Inc., Tanduay Distillers, Inc., and House of Investments; and Trustee of Asian Institute of Management (AIM) Florencia G. 70 Filipino Chairman of the Board and Independent Tarriela Independent Director of Philippine Director/ 1 year/ National Bank, PNB Capital and 09 August 2012 to Investment Corporation, PNB-IBJL present Leasing and Finance Corporation, PNB-IBJL Equipment and Rentals Corporation; Independent Director of PNB International Investments Corporation; Sustaining Life Member of Bankers Institute of the Philippines; Director/ Life Member of Financial Executive Institute of the Philippines (FINEX); Trustee of

TSPI MBA, TSPI Development Corporation, and Foundation for Filipino Entrepreneurship, Inc. (FFEI); Director/ Vice President/Asst. Treasurer of Gozon Development Corporation; and Director/Vice President of Tarriela Management Co., Inc. Robin C. Sy 82 Filipino President of Asian Shipping Independent Corporation, Independent Non- Director / 1 Year/ executive Director of Dynamic 18 August 2014 to Holdings Limited, Honorary present President of Federation of Filipino- Chinese Chamber of Commerce and Industry, Inc., Former Director of Air Philippines Corporation and Zuma Holdings and Management Corporation. (*Note: Unless otherwise indicated or qualified, the term “Director” refers to a regular director of the Corporation. Corporations written in bold font style are Listed Companies)

Directors serve for a term of one (1) year and until the election and qualification of his successor.

Mr. Washington Z. Sycip, who was elected as a director at the Annual Shareholders’ Meeting held last 20 June 2017, passed away last 9 October 2017. Mr. Joseph T. Chua resigned, effective 13 February 2018, to focus on foreign business.

The following are the Chairman and Members of the Nomination and Compensation Committee for the year 2017 - 2018:

Mr. Lucio C. Tan (Chairman) Mr. Harry C. Tan Mr. Lucio K. Tan, Jr. Mr. Michael G. Tan Ms. Juanita Tan Lee Mr. Wilfrido E. Sanchez

In its meeting held 05 February 2018, the Nomination and Compensation Committee approved the following nominees to the Board of Directors for election at the forthcoming Annual Shareholders’ Meeting and have accepted their nomination:

1. Lucio C. Tan 2. Carmen K. Tan 3. Harry C. Tan 4. Michael G. Tan 5. Lucio K. Tan, Jr. 6. Juanita Tan Lee

7. Peter Y. Ong 8. Antonino L. Alindogan, Jr. 9. Wilfrido E. Sanchez 10. Florencia G. Tarriela 11. Robin C. Sy

Nominated as Independent Directors are Mrs. Florencia G. Tarriela and Messrs. Wilfrido E. Sanchez, Antonino L. Alindogan, Jr., and Robin C. Sy. All nominees for Independent Directors have been duly evaluated by the Nomination and Compensation Committee. As confirmed by the Corporation’s Nomination and Compensation Committee, the nominees for Independent Directors are qualified under Rule 38 of the Securities Regulation Code and suffer no disqualification under the Code of Corporate Governance for Publicly- Listed Companies (SEC Memorandum Circular No. 19, Series of 2016) and the Corporation’s Revised Corporate Governance Manual. The Independent Directors were nominated by Mr. Lucio C. Tan and Ms. Juanita Tan Lee, both shareholders of the Corporation. Neither Mr. Lucio C. Tan nor Ms. Juanita Tan Lee are related to any of the nominated Independent Directors.

The nominees for Independent Directors have been advised of SEC Memorandum Circular No. 5, Series of 2017 regarding the requirement of a Certificate of Qualification of Independent Directors. The Independent Directors were likewise informed of SEC Memorandum Circular No. 15, Series of 2017 on the term limits for Independent Directors. None of the Independent Directors have served beyond the maximum cumulative term of nine (9) years.

(b) Executive Officers

Name/Position Age Citizenship Current Affiliations and Term of Office/ Business Experiences in the Period Served last 5 years

Lucio C. Tan/ 83 Filipino See above 1 Year/ 2 July 1999 to Chairman and present Chief Executive Officer

Michael G. Tan/ 51 Filipino See above 1 Year/ 05 May 2010 to President and Chief present Operating Officer

Juanita Tan Lee/ 75 Filipino See above 1 Year/ 08 April 2014 to Treasurer present

Ma. Cecilia L. 65 Filipino Corporate Secretary of PNB 1 Year/ 31 March 1998 Pesayco/ Savings Bank and East to present Corporate Secretary Silverlane Realty and Development Corp., Trustmark Holdings Corporation, Zuma Holdings

and Management Corporation, PAL Holdings, Inc. and Air Philippines Corp., Tanduay Distillers, Inc., and Asia Brewery, Inc.; Former Corporate Secretary of Allied Banking Corp. and Eton Properties Philippines, Inc. Jose Gabriel D. 71 Filipino Former Senior Vice President 1 Year/ 09 August 2012 Olives/ – Finance & Chief Financial to present Chief Financial Officer of Philippine Airlines, Officer Inc., and Former Chief Finance Officer of Asia Brewery, Inc. Nestor C. 63 Filipino Senior Vice President-Finance 1 Year/ 09 August 2012 Mendones/ and Chief Finance Officer of to present Deputy Chief Tanduay Distillers, Inc. Financial Officer

Marivic T. Moya/ 56 Filipino Corporate Secretary of 1 Year/ 09 June 2014 to Assistant Corporate MacroAsia Catering Services present Secretary Inc., MacroAsia Airport Services Corp., and Watergy Business Solutions Inc., Director and Coporate Secretary of MacroAsia Properties Development Corp., MacroAsia Air Taxi Services, Inc., and MacroAsia Mining Corp. (2000-Present), Mabuhay Miles, Inc. and Cavite Business Resources, Inc. Erwin C. Go./ 45 Filipino PNB Life Insurance (April 1 Year/ April 2011 to Chief Legal Officer 2015 – March 2016), present Maranaw Hotel and Resorts Corporation (2012 – Present), Senior Vice President of Philippine National Bank. Dioscoro Teodorico 63 Filipino Senior Vice President of 1 Year/ 11 July 2017 to Lim/ Philippine National Bank - present Chief Audit Internal Audit Group (2013 to Executive present), First Vice President of ABC - Internal Audit Group (2008 to 2013), Member of the Board of Directors of Rosehill Memorial Management (Phils.) Inc. (2011 to 2013) (Note: Corporations written in bold font style are Listed Companies)

All of the employees of the Corporation are valued for their contribution to the Corporation. The Corporation is not highly dependent on the services of certain key personnel.

(d) Relationships and Related Transactions

The Corporation, in its regular conduct of business, has entered into transactions with associates and other related parties, which are mostly for the purchase and sale of inventories, advances, management, lease and administrative service agreements. The sale and purchase of goods and services to and from related parties were made on an arm’s length basis and at current market prices at the time of the transactions.

There are no other transactions undertaken or to be undertaken by the Corporation in which any director or executive officer, any nominee for election as director, any beneficial owner of more than 5% of the Corporation’s outstanding shares, whether direct or indirect, or any member of his immediately family was involved or had a direct or indirect material interest.

The Corporation’s employees are required to promptly disclose any business and family-related transactions with the Corporation to ensure that potential conflicts of interest are identified and brought to the attention of management.

The related party transactions of the Corporation are discussed in Note 22 of the Notes to the Consolidated Financial Statements.

(e) Family Relationship

The Chairman of the Board, Dr. Lucio C. Tan, is the brother of Mr. Harry C. Tan, the father of Mr. Lucio K. Tan, Jr. and Mr. Michael G. Tan, and the father-in-law of Mr. Joseph T. Chua.

Mrs. Carmen K. Tan is the wife of Mr. Lucio C. Tan, the mother of Mr. Lucio K. Tan, Jr. and the mother-in-law of Mr. Joseph T. Chua.

(f) Involvement in Certain Legal Proceedings

None of the Directors and Executive Officers of the Corporation is involved in any of the following, in the past five (5) years:

(i) a bankruptcy petition by or against any business of which such person was a general partner or Executive Officer either at the time of the bankruptcy or within two (2) years prior to that time; 11

(ii) a conviction by final judgment in a criminal proceeding, domestic or foreign, or is being subject to a pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses;

(iii) an order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities, or banking activities; nor

(iv) a conviction by a domestic or foreign court of competent jurisdiction in a civil action, the Commission or comparable foreign body, or a domestic or foreign Exchange or other organized trading market or self regulatory organization, to have violated a securities or commodities law or regulation, and the judgment has not been reversed, suspended, or vacated.

Item 6. Compensation of Directors and Executive Officers

(a) Summary Compensation Table

Summary Compensation Table Annual Compensation (In Pesos)

Year Salary Bonus Others* Four (4) most highly compensated Executive 2018 8,074,000 363,000 3,162,500 Officers: (Projected)

Mr. Lucio C. Tan Chairman & CEO

Mr. Michael G. Tan 2017 7,340,000 330,000 2,875,000 President

Ms. Juanita Tan Lee Treasurer 2016 7,140,000 595,000 2,875,000 Atty. Ma. Cecilia Pesayco Corporate Secretary

All other Officers and 2018 Directors as a group (Estimate) 2,640,000 220,000 7,947,500 unnamed

2,400,000 200,000 7,225,000 2017

2016 2,400,000 200,000 7,495,000

*Others – includes per diem as Director

i. Standard Arrangements

The Directors of the Corporation receive an allowance of P30,000.00 a month, a per diem of P25,000.00 for every Board Meeting, and P15,000.00 for every Committee Meeting attended.

Other than the stated allowance and the per diem of the Directors, there are no other arrangements concerning compensation for services rendered by Directors or Executive Officers to the Corporation.

ii. Other Arrangements

There are no other arrangements regarding compensation between the Corporation and any of the Directors.

(b) Employment Contracts and Termination of Employment and Change-in-Control Arrangement

There are no employment contracts between the Corporation and any of the incumbent Directors and Executive Officers.

No warrants or options on the Corporation’s shares of stock have been issued or given to the Directors or Executive Officers as a form of compensation for services rendered.

Item 7. Independent Public Accountants

The External Auditor of the Corporation is the accounting firm of SyCip Gorres Velayo & Co. (SGV & Co.). The audit partner in charge, Martin C. Guantes, was appointed by the Board of Directors in 2016. The authority to appoint, remove, and/or replace the External Auditor was delegated by the shareholders to the Board of Directors at the Annual Shareholders’ Meeting held on 28 May 2008, subject to the endorsement of the Audit and Risk Management Committee. In accordance with SRC Rule 68 (Rotation of External Auditors), there is no need to change the audit partner for the Corporation at this time.

Representatives from SGV & Co. are expected to be present at the Meeting, where they will have the opportunity to make a statement if they so desire. They will also be available to respond to appropriate questions raised by shareholders.

There were no changes in, or disagreement with, the Corporation’s accountants on any accounting and financial disclosure during the two (2) most recent fiscal years or any subsequent interim period.

Information on Independent Accountant and other Related Matters

External Audit Fees and Services a.) Audit and Audit-Related Fees

1. Fees related to the audit of the Corporation’s annual financial statements or services that are normally provided by the External Auditor in connection with statutory and regulatory filings or engagements for 2016 and 2017:

Year 2016 Year 2017 LT Group, Inc. P= 1,500,000 P= 1,500,000 Tanduay Brands 45,000 45,000 International, Inc. Distilled Spirits 3,025,000 3,225,000 Beverage 5,045,000 5,945,000 Tobacco 600,000 600,000 Banking 14,174,000 17,450,000 Property Development 2,400,000 2,400,000

2. Other assurance and related services by the External Auditor that are reasonably related to the performance of the audit or review of the registrants’ financial statements: None

b.) Tax Fees – None

c.) All Other Fees

Yr. 2017

The Corporation and its subsidiaries paid SGV & Co. a total of P= 6,490,000.00 in 2017 for its quarterly review of financial statements. d) The Audit Committee’s approval policies and procedures for the above services

Financial Statements of the Corporation duly approved by the Audit and Risk Management Committee are submitted to the Board of Directors for final approval prior to its release. 14

The members of the Audit and Risk Management Committee of the Corporation for the year 2017 – 2018 are:

Mr. Antonino L. Alindogan, Jr. (Chairman) Mr. Lucio K. Tan, Jr. Mr. Wilfirdo E. Sanchez Mr. Washington Z. Sycip* Ms. Juanita Tan Lee Ms. Florencia G. Tarriela

* Mr. Washington Z. Sycip passed away last 9 October 2017.

Item 8. Compensation Plans

No action is to be taken at this year’s Annual Shareholders’ Meeting with respect to any plan pursuant to which cash or non-cash compensation may be paid or distributed.

C. ISSUANCE AND EXCHANGE OF SECURITIES

Item 9. Authorization or Issuance of Securities Other than for Exchange

No action will be presented for shareholders’ approval at this year’s Annual Shareholders’ Meeting that involves the authorization or issuance of any securities.

Item 10. Modification or Exchange of Securities

No action will be presented for shareholders’ approval at this year’s Annual Shareholders’ Meeting which involves the modification of any class of the Corporation’s securities or the issuance of one class of the Corporation’s securities in exchange for outstanding securities of another class.

Item 11. Financial and Other Information

The Corporation has incorporated by reference the Audited Financial Statements, Management’s Discussion and Analysis, and other data related to the Corporation’s financial information for the period ending 31 December 2017 in its latest Management Report prepared in accordance with Rule 68 of the Securities Regulation Code.

Item 12. Mergers, Consolidations, Acquisitions, and Similar Matters

No action will be presented for shareholders’ approval at this year’s Annual Shareholders’ Meeting with respect to (i) the merger or consolidation of the Corporation with any other person, (ii) acquisition by the Corporation or any of its shareholders of securities of another person, (iii) acquisition by the Corporation of any other going business or of the assets thereof, (iv) the sale or transfer of all or any substantial part of the assets of the Corporation, nor (v) liquidation or dissolution of the Corporation.

Item 13. Acquisition or Disposition of Property

No action will be presented for shareholders’ approval at this year’s Annual Shareholders’ Meeting with respect to acquisition or disposition of property of the Corporation.

Item 14. Restatement of Account

No action will be presented for shareholders’ approval at this year’s Annual Shareholders’ Meeting, which involves the restatement of any of the Corporations’ assets, capital, or surplus account.

D. OTHER MATTERS

Item 15. Action with Respect to Reports

1. Approval of the Minutes of the Shareholders’ Meeting on 20 June 2017

The minutes of the last Annual Shareholders’ Meeting which was held on 20 June 2017 will be submitted for approval of the shareholders. Copies thereof will be made available for inspection or review at the Annual Shareholders’ Meeting on 8 May 2018 to any shareholder desiring to review the same.

The following were the significant matters discussed at the 20 June 2017 Shareholders’ Meeting:

(i) The minutes of the previous meeting held on 21 June 2016 were approved;

(ii) The Management Report for the year 2016 was approved;

(iii) All the acts, transactions, and resolutions by the Board of Directors and Management for the year 2016 were confirmed and ratified; and

(iv) A Board of 13 Directors was elected to serve for the term 2017-2018, until the qualification of their successor/s.

2. Approval of the Management Report and Financial Statements

Management will report on the significant business transactions undertaken and the financial targets and achievements for the fiscal year of 2017. The Management Report and the Audited Financial Statements for the period ending December 31, 2017 of the Corporation are reflected in the accompanying Annual Report sent to Shareholders.

Item 16. Matters Not Required to be Submitted

Ratification of All Acts of Management in 2017

For transparency and the exercise of good corporate practice, the acts of Management during the fiscal year 2017 are presented for approval of the shareholders. A summary of the acts of management for the year 2017 is set forth in Annex A.

Item 17. Amendment of Charter, By-laws, or Other Documents

In its meeting held on 13 February 2018, the Board approved the amendment of Article Sixth of the Amended Articles of Incorporation to reduce the number of directors from thirteen (13) to eleven (11). The reduction of seats in the Board is intended to improve efficiency and facilitate quorum requirements. Upon extensive deliberation by the Board, it has been determined that the effectivity of the Board in delivering its duties and functions will not be impaired by the reduced number of directors.

The amendment will be presented at the Meeting for the consideration of the shareholders.

Item 18. Other Proposed Action

1. Election of Directors

Eleven (11) Directors will be elected for the year 2018 – 2019.

2. Election of External Auditor

The External Auditor will be elected for the year 2018 – 2019.

Other than the matters indicated in the Notice and the Agenda included in this Information Statement, there are no other actions proposed to be taken at this year’s Annual Shareholders’ Meeting.

Item 19. Voting Procedures

(a) The affirmative vote of at least a majority of the shareholders present in person or by proxy at the Meeting shall be sufficient to carry the vote for any of the matters submitted to a vote at the Annual Shareholders’ Meeting, except on the election of Directors.

(a) Every shareholder shall have the right to vote, either in person or by proxy, the number of shares registered in his name on record as of the close of business hours on 2 April 2018. Only written proxies, signed by the shareholders and duly presented to the Corporate Secretary on or before 2 May 2018 for inspection and recording, shall be honored for purposes of voting.

(b) For purposes of electing Directors, the system of cumulative voting shall be followed. Each shareholder has a number of votes equal to the number of shares he owns multiplied by the number of Directors to be elected, thirteen (13). The shareholder has the option to (i) cast all votes in favor of one (1) nominee or (ii) cast votes for as many Directors to be elected or (iii) distribute the votes among as many nominees he shall see fit. The total number of votes cast by the shareholder shall not exceed the number of shares owned by him multiplied by the number of Directors to be elected.

(c) Voting shall be done orally. The Corporate Secretary or her duly authorized representative, to be assisted by the Corporation’s independent accountant or by the representative of Sycip Gorres Velayo & Co., shall conduct the counting of votes.

The Corporation undertakes to provide without charge to each shareholder, upon written request by the shareholder, a copy of the Corporation’s Annual Report prepared pursuant to SEC Form 17-A. Please direct all such requests to the Corporate Secretary, Atty. Ma. Cecilia L. Pesayco, 2/F Allied Bank Center, 6754 Ayala Avenue, Makati City, Philippines.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true, complete and correct. This report is signed in the City of Makati on 22 March 2018.

LT GROUP, INC.

By:

MA. CECILIA L. PESAYCO Corporate Secretary

ANNEX A ACTS OF MANAGEMENT IN 2017

Date/Type Matters Approved

March 14, 2017 The approval, declaration and authorization of Board of Directors’ the distribution of cash dividends of Php0.15 per Meeting share and special cash dividend of P0.03 per share to all stockholders of record as of March 29, 2017, which shall be paid out not later than April 7, 2017.

The authorization to renew its registration and license of Optical Media Business and apply for a permit to replicate and distribute optical media in the form of a compact disc (CD) with the Optical media Board in connection with the distribution of its 2017 Definitive Information Statement (SEC Form 20-IS) to its stockholders for the Annual Shareholders’ Meeting on June 20, 2017.

May 9, 2017 The approval and adoption of the Company’s Board of Directors’ Revised Corporate Governance Manual, subject Meeting to the addition of a clause therein that requires the subsidiaries to adopt the provisions of the revised Manual, to the extent allowed by their respective businesses.

July 11, 2017 The institution of the Office of Chief Audit Board of Directors’ Executive and the appointment of Mr. Dioscoro Meeting Teodorico Lim as the Chief Audit Executive (CAE) of the Company.

August 8, 2017 The designation and appointment of Mr. Jose Board of Directors’ Gabriel D. Olives as the Data Protection Officer Meeting (DPO) as provided and required under R.A. No. 10173. Mr. Olives is authorized to form and organize an office to assist in the monitoring and implementation of the law.

September 12, 2017 Confirmation of the appointment of Mr. Jose Board of Directors’ Gabriel Olives as the Company’s Data Meeting Protection Officer.

The approval of the Audit and Risk Management Charter and Internal Audit Charter.